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Announcement by Parkson Retail Asia Limited
- Response to SGX Queries on Announcement of Revision in Utilisation of Initial Public Offering Proceeds

We attach herewith an announcement made to the Singapore Exchange Securities Trading Limited (“SGX-ST”) by Parkson Retail Asia Limited (“PRA”), a 67.61% owned subsidiary of the Company listed on the SGX-ST, on 10 December 2012 in relation to the Response to SGX Queries on Announcement of Revision in Utilisation of Initial Public Offering Proceeds.

Further to our announcement dated 8 October 2012, Perangsang Selangor wishes to announce the latest development on the above appeal case involving SAP Holdings Berhad (“SAP”), a wholly-owned subsidiary of Kumpulan Hartanah Selangor Berhad (“KHSB”) which in turn is a subsidiary of Perangsang Selangor. The abovementioned appeal was fixed for Decision on 7 December 2012.The appeal in the Court of Appeal was heard on 5 October 2012.

KHSB was informed by their solicitor today, that on 7 December 2012, the Court of Appeal held the following :

i) that the appeal was allowed with costs of RM50,000.00 in which the decision of the High Court dated 4 August 2011 was overturned.

ii) that the termination of the Joint Venture Agreement dated 12 January 1991 and the agreements ancillary thereto (“JVA”) by SAP are wrongful and not valid;

iii) that the unilateral revocation of the Power of Attorney in favour of Cergas Tegas Sdn. Bhd. (“CTSB”) dated 28 August 1991 by SAP is not valid and consequently, the Power of Attorney is still valid and binding on SAP;

iv) that SAP only has interest and rights to the payment of the balance of the RM23,500,000.00 and not the leasehold land held under HS(D) 20034, PT No. 26549, Mukim Batu, Daerah Gombak, Selangor Darul Ehsan (“Land”) pursuant to the Second Supplementary Agreement;

v) that conduct of SAP through up to the date of termination of the JVA was such that SAP only gave effect to the Second Supplementary Agreement and not to the JVA; and

vi) SAP’s counterclaim is dismissed.

With the above findings, the Court of Appeal among others ordered that :

a) SAP transfers the Land to CTSB, subject to payment of the balance purchase price equivalent to RM14,322,173.00 by CTSB to SAP and further subject to redemption by CTSB and also further subject to the status of the forfeiture of the Land by the Selangor State Authority;

b) SAP gives vacant possession of the Land to CTSB;

c) SAP to pay CTSB for damages to be assessed by the Senior Assistant Registrar of the High Court; and

d) An injunction restraining SAP from disposing the Land to Star Everest.

The full particulars, findings, grounds and orders made by the Court of Appeal would be found in the Written Judgement which will be available later.

As the damages, if any, will be assessed by the Senior Assistant Registrar of the High Court at a later date, the aforementioned Decision by the Court of Appeal for the time being will not have any effect on the issued and paid-up capital of SAP and also on the current year earnings and net assets as the carrying value of the Land, which is the main subject matter of the Decision, has been fully charged out. Any balance payable to SAP as a result of the Decision, however, is expected to contribute positively to the earnings and net assets of KHSB.

KHSB is, in the meantime, seeking legal opinion on the course of actions available to KHSB.

Perangsang Selangor will make the necessary announcement on further development on this matter in due course.

Further to our announcement dated 8 October 2012, the Company wishes to announce the latest development on the above appeal case involving SAP Holdings Berhad (“SAP”), a wholly-owned subsidiary of the Company. The abovementioned appeal was fixed for Decision on 7 December 2012.The appeal in the Court of Appeal was heard on 5 October 2012.

We were informed by our solicitor today, that on 7 December 2012, the Court of Appeal held the following :

i) that the appeal was allowed with costs of RM50,000.00 in which the decision of the High Court dated 4 August 2011 was overturned;

ii) that the termination of the Joint Venture Agreement dated 12 January 1991 and the agreements ancillary thereto (“JVA”) by SAP are wrongful and not valid;

iii) that the unilateral revocation of the Power of Attorney in favour of Cergas Tegas Sdn. Bhd. (“CTSB”) dated 28 August 1991 by SAP is not valid and consequently, the Power of Attorney is still valid and binding on SAP;

iv) that SAP only has interest and rights to the payment of the balance of the RM23,500,000.00 and not the leasehold land held under HS(D) 20034, PT No. 26549, Mukim Batu, Daerah Gombak, Selangor Darul Ehsan (“Land”) pursuant to the Second Supplementary Agreement;

v) that conduct of SAP through up to the date of termination of the JVA was such that SAP only gave effect to the Second Supplementary Agreement and not to the JVA; and

vi) SAP’s counterclaim is dismissed.

With the above findings, the Court of Appeal among others ordered that :

a) SAP transfers the Land to CTSB, subject to payment of the balance purchase price equivalent to RM14,322,173.00 by CTSB to SAP and further subject to redemption by CTSB and also further subject to the status of the forfeiture of the Land by the Selangor State Authority;

b) SAP gives vacant possession of the Land to CTSB;

c) SAP to pay CTSB for damages to be assessed by the Senior Assistant Registrar of the High Court; and

d) An injunction restraining SAP from disposing the Land to Star Everest.

The full particulars, findings, grounds and orders made by the Court of Appeal would be found in the Written Judgement which will be available later.

As the damages, if any, will be assessed by the Senior Assistant Registrar of the High Court at a later date, the aforementioned Decision by the Court of Appeal for the time being will not have any effect on the issued and paid-up capital of SAP and also on the current year earnings and net assets as the carrying value of the Land, which is the main subject matter of the Decision, has been fully charged out. Any balance payable to SAP as a result of the Decision, however, is expected to contribute positively to the earnings and net assets of the Company.

The Company is, in the meantime, seeking legal opinion on the course of actions available to the Company.

The Company will make the necessary announcement on further development on this matter in due course.

We are pleased to announce that Axiata had today (“Date of Offer”) offered 495,100 ordinary shares of RM1.00 each in Axiata (“Axiata Shares”) under the Axiata Share Scheme to the eligible employees and Executive Directors (“Eligible Employees”) of the Axiata Group of Companies (“Axiata Group”) (“Restricted Share Offer”).Details of the Restricted Share Offer are as follows:-

Exercise Price of Axiata Shares

Not applicable as the Axiata Shares will be issued upon vesting to the Eligible Employees without any consideration.

Market Price of Axiata Shares

Closing Price of Axiata Shares on Date of Offer: RM6.19.

Vesting Period

The rights offered under the Restricted Share Offer are expected to vest over a 2-3 years period from the acceptance date of the Restricted Share Offer, subject to the Eligible Employees meeting their individual performance targets, the Axiata Group meeting certain financial targets and/or the market price of Axiata Shares exceeding certain thresholds. Unless the Eligible Employees meet their highest performance targets the total amount of rights offered under the Restricted Share Offer which will vest will be lower than the total amount of Axiata Shares offered.